EAST RUTHERFORD — Eli Manning watched older brother Peyton throw for an NFL-record tying seven touchdowns in his season opener 10 days ago but that’s about the extent of what he did to prepare for Manning Bowl III Sunday.

“All week in preparation I worried about their defense,” Eli said the other day. “I’m worried about the Denver defense and trying to get a game plan and trying to go out there and play well, play smart, score touchdowns and try to get a win.

“Obviously I know who the opposing quarterback is and they’re a good offense and high-powered and obviously scored a lot of points. So I know we’ve got to play smart and try to play my best,” said the Giants quarterback.

“The Broncos defense shows a lot of different looks. They do a great job getting to the quarterback and getting sacks. Last year they were tops in the league in sacks. They got after Joe Flacco (Ravens QB) and got good pressure,” Eli noted.

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“They have a lot of speed at cornerback and they do a good job generating turnovers. We’ve got to be smart with the football, have a great game plan and really go out there and execute well, try to hold the ball and convert on third downs. Don’t give their offense too many possessions.” said the younger Manning.

While Eli worked on what might help get him his first win against his brother other Giants were in the film room trying to plan how to shut down Peyton.

Giants coach Tom Coughlin critiqued Sunday’s opposing QB even closer.

“A very patient young man whose team was very much in the game, and never played outside himself,” Coughlin said of Peyton.

“He came back in the second half, took advantage of opportunities he was given and really kept the pressure on the opponent’s defense, scoring 35 points in the second half.”

If Peyton Manning can do that against reigning Super Bowl champ Baltimore how do the G-Men stop him?

“Peyton is Peyton,” said Giants defensive coordinator Perry Fewell. “With the addition of (Wes) Welker they really have a strong passing attack.

“Their running game has improved. It’s a very explosive offense. They can catch a screen pass and go 70 or catch a five-yard ball and move it down the field. It’s a very potent offense,” said Fewell.

“There are things we think we’ve learned by looking at the tape. I have to keep that to myself because of strategy purposes, but just looking at them there are things we can learn from.”

Big Blue has some things Peyton Manning hasn’t seen. Especially cornerback Prince Amukamara who has been cleared to play today after suffering a concussion at Dallas. He hadn’t been drafted by the Giants in 2010 when they last faced Peyton who was in Indianapolis then.

“This is a great challenge,” said Amukamara. “My job when I was hurt was to still be engaged. I was getting all the mental reps on the practice field and being engaged in meetings. I’m glad I did that and I’m glad I didn’t take a day off.

“I’ve been studying (tape) like crazy. I know this is a big week and even when I was out of practice just being on the sideline and catching those mental reps, those really go a long way. Doing extra film work in meetings really helped me.”

“On all of your drives you want to have your key weapons,” says veteran safety Antrel Rolle. “We all know Prince is an asset to this defense and he’s come along great so far. He’s been playing outstanding for us and we’re looking for him to keep it up.”

Rolle and the Giants secondary have experience against the newest Bronco — ex-Patriot Welker — but can it work today?

“He has some routes he likes to run that he’s very comfortable running,” said Rolle. “Peyton gets him involved in the offense in a way he feels that’s a seamless transition. He has the ability to take it vertically and go down the field and the ability to work you inside. It’s classic Wes Welker and he’s at his best.”

The Giants know they have to be better — not just the defense — but Eli Manning, too.

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Against the Ravens, Peyton gained 510 yards and averaged 17.1 yards per catch. The four-time NFL Most Valuable Player who needs 51 yards to join Brett Favre and Dan Marino as the only QBs ever with 60,000 passing yards.

Fewell’s second game as Giants defensive guru was the 2010 matchup in Indy when Peyton hit on 20 of 26 passes for 255 yards, three TDs and no INTs in a 38-14 rout of Big Blue. Indy ran for 160 yards.